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                                                                   EXHIBIT 3.1.1

               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                        E-Z SERVE HOLDING COMPANY, INC.

         E-Z Serve Holding Company, Inc., a corporation organized and existing
under the laws of the State of Delaware, hereby certifies as follows:

1.       The name of the corporation shall now and in the future be E-Z Serve
         Corporation.  The name under which the corporation was originally
         incorporated was E-Z Serve Holding Company, Inc.  The date of filing
         of its original Certificate of Incorporation with the Secretary of
         State was December 9, 1986.

2.       This Amended and Restated Certificate of Incorporation restates and
         integrates and further amends the Certificate of Incorporation of this
         corporation.  The text of the Certificate of Incorporation as amended
         or supplemented heretofore is further amended and restated as herein
         set forth:

                             "AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                             E-Z SERVE CORPORATION

                                    ********

                                  ARTICLE ONE

         The name of the corporation is E-Z SERVE CORPORATION (the
"Corporation").

                                  ARTICLE TWO

         The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle.  The name of its registered agent at such address is The
Corporation Trust Company.
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                                 ARTICLE THREE

         The nature of the business, or objects or purposes to be transacted,
promoted or carried on are to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.

                                  ARTICLE FOUR

         The aggregate number of shares which the Corporation shall have the
authority to issue is one hundred ten million (110,000,000), of which one
hundred million (100,000,000) shares shall be designated as Common Stock of the
par value of one cent ($0.01) per share ($1,000,000); and ten million
(10,000,000) shall be designated as Preferred Stock of the par value of one
cent ($0.01) per share ($100,000).

         The following is a statement of the designations and the powers,
preferences, and rights, and the qualifications, limitations, or restrictions
thereof, in respect of the classes of stock of the Corporation, and the
authority with respect thereto which is expressly vested in the Board of
Directors of the Corporation:

                             Part I - Common Stock

         (1)     Each share of Common Stock of the Corporation shall be equal
in all respects to each other share of Common Stock.  The holders of shares of
Common Stock shall be entitled to vote upon all matters submitted to a vote of
the stockholders of the Corporation and shall be entitled to one vote for each
share of Common Stock held.

         (2)     Subject to the preferential dividend rights applicable to
shares of Preferred Stock, if any, the holders of shares of the Common Stock
shall be entitled to receive such dividends (payable



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in cash, stock or otherwise) as may be declared by the Board of Directors at
any time or from time to time out of any funds legally available therefor.

         (3)     In the event of any voluntary or involuntary liquidation,
dissolution, or winding up of the Corporation and subject to distribution of
the preferential amounts to be distributed to the holders of shares of the
Preferred Stock, if any, or a sum sufficient for such distribution shall have
been set aside, the holders of shares of the Common Stock shall be entitled to
receive all of the remaining assets of the Corporation available for
distribution to its stockholders.

                           Part II - Preferred Stock

         (1)     Shares of Preferred Stock may be issued from time to time in
one or more classes or series (hereinafter referred to collectively as
"series"), the shares of each series to have such voting powers, full or
limited, or no voting powers, and such other designations, preferences, and
relative, participating, optional, or other special rights, and qualifications,
limitations, or restrictions thereof, as shall be stated and expressed in a
resolution or resolutions providing for the issue of such series adopted by the
Board of Directors of the Corporation.  The Board of Directors of the
Corporation is hereby expressly authorized, subject to the limitations provided
by law, to establish and designate  series of the Preferred Stock, to fix the
number of shares constituting such series, and to fix the designations and the
relative powers, rights, preferences, and limitations of the shares of each
series and the variations in the relative rights, powers, preferences, and
limitations as between series, and to increase and to decrease, but not below
the number of shares then outstanding, the number of shares constituting each
series.  The authority of the Board of Directors of the Corporation with





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respect to each series shall include, but shall not be limited to, the
authority to determine the following:

         (a)     The designation of such series.

         (b)     The number of shares initially constituting such series.

         (c)     The increase, and the decrease to a number not less than the
                 number of outstanding shares of such series, of the number of
                 shares constituting such series, theretofore fixed.

         (d)     The rate or rates and the times at which dividends on the
                 shares of such series shall be paid, and whether or not such
                 dividends shall be cumulative, and, if such dividends shall be
                 cumulative, the date or dates from after which they shall
                 accumulate.

         (e)     Whether or not the shares of such series shall be redeemable,
                 and if such shares shall be redeemable, the terms and
                 conditions of such redemption, including, but not limited to,
                 the date or dates upon or after which such shares shall be
                 redeemable and the amount per share which shall be payable
                 upon such redemption, which amount may vary under different
                 conditions and at different redemption dates.

         (f)     The amount payable on the shares of such series in the event
                 of the voluntary or the involuntary liquidation, dissolution
                 or winding up of the Corporation and whether a liquidation,
                 dissolution or winding up of the Corporation as such terms are
                 used in this subparagraph (f) shall be deemed to be occasioned
                 by or to include any consolidation or merger of the
                 Corporation with or into any other corporation or corporations
                 or a sale, lease, or conveyance of all or a part of its
                 assets.

         (g)     Whether or not the shares of such series shall have voting
                 rights, in addition to the voting rights provided by law, and,
                 if such shares shall have voting rights, the terms  and
                 conditions thereof, including, but not limited to, the right
                 of the holders of such shares to vote as a separate class
                 either alone or with the holders of shares of one or more
                 other series of Preferred Stock and the right to have more (or
                 less) than one vote per share.

         (h)     Whether or not a sinking fund shall be provided for the
                 redemption of the shares of such series, and if such a sinking
                 fund shall be provided, the terms and conditions thereof.





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         (i)     Whether or not a purchase fund shall be provided for the
                 shares of such series, and if such a purchase fund shall be
                 provided, the terms and conditions thereof.

         (j)     Whether or not the shares of such series shall have conversion
                 privileges, and if such shares have conversion privileges, the
                 terms and conditions of conversion, including, but not limited
                 to, any provision for the adjustment of the conversion rate or
                 of the conversion price.

         (k)     Any other powers, preferences, and relative, participating,
                 optional, or other special rights or qualifications,
                 limitations, or restrictions thereof, as shall not be
                 inconsistent with the provisions of this Article Four or the
                 limitations provided by law.

                                  ARTICLE FIVE

         In furtherance and not in limitation of the powers conferred by
statue, the Board of Directors is expressly authorized:

         To make, alter or repeal the by-laws of the Corporation.

         To authorize and cause to be executed mortgages and liens upon the
real and personal property of the Corporation.

         To set apart out of the funds of the Corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

         By resolution passed by a majority of the whole board, to designate
one or more committees, each committee to consist of one or more of the
directors of the Corporation, which, to extent provided in the resolution or in
the by-laws of the Corporation, and not inconsistent with the Delaware General
Corporation Law, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it.  Such committee or





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committees shall have such name or names as may be stated in the by-laws of the
Corporation or as may be determined from time to time by resolution adopted by
the Board of Directors.

                                  ARTICLE SIX

         Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for this Corporation under the provisions of section 279 of Title 8
of the Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this Corporation, as the
case may be, to be summoned in such manner as the said court directs.  If a
majority in number representing three-fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.





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                                 ARTICLE SEVEN

         Directors, Officers and employees of the Corporation shall be entitled
to indemnification by the Corporation for the performance of their duties to
the Corporation as may be set out in the Bylaws of the Corporation.  Any repeal
or limitation of any indemnification as set out in the Bylaws shall be
prospective only from the date of repeal or limitation of the indemnification
and shall not adversely affect any rights granted to any Director, Officer or
employee prior to the date of any repeal or limitation of indemnification
previously granted.

                                 ARTICLE EIGHT

         No contract or transaction between the Corporation and one or more of
its Directors or Officers, or between the Corporation and any other
corporation, partnership, association, or other organization in which one or
more of the Corporation's Directors or Officers are directors or officers, or
have a financial interest, shall be void or voidable solely for this reason, or
solely because the Director or Officer is present at or participates in the
meeting of the Board or Committee which authorizes the contract or transaction,
or solely because his or their votes are counted for such purpose, if (i) the
material facts as to this relationship or interest and as to the contract or
transaction are disclosed or are known to the Board of Directors or the
Committee, and the Board or Committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the disinterested
Directors, even though the disinterested Directors be less than a quorum; or
(ii) the material facts as to this relationship or interest and as to the
contract or transaction are disclosed or are known to the shareholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the shareholders; or (iii) the contract or transaction is
fair as to the





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Corporation as of the time it is authorized, approved, or ratified by the Board
of Directors or of a Committee which authorizes the contract or transaction.

         Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a Committee
which authorizes the contract or transactions.

                                  ARTICLE NINE

         No holder of any securities of the Corporation shall, as such holder,
have any preemptive or preferential right to receive, purchase, or subscribe
for (a) any unissued or treasury shares of any class of stock (whether now or
hereafter authorized) of the Corporation, (b) any obligations, evidences of
indebtedness, or other securities of the Corporation convertible into or
exchangeable for, or carrying or accompanied by any rights to receive,
purchase, or substitute for, any such unissued or treasury shares, (c) any
right of subscription to or to receive, or any warrant or option for the
purchase of, any of the foregoing securities, or (d) any other securities that
may be issued or sold by the Corporation, other than such right or rights (if
any) as the Board of Directors or the Corporation, in its sole and absolute
discretion, may determine at any time or from time to time.

                                  ARTICLE TEN

         The Corporation reserves the right to amend, alter, or repeal any
provisions contained in this Certificate of Incorporation in the manner now or
hereafter prescribed by statute; provided, however, that any alteration,
repeal, change, or amendment to the Certificate of Incorporation (other than by
means of a certificate or designation as contemplated by Part II of Article
Fourth) shall require the approval of the majority of the outstanding stock
entitled to vote thereon and a majority of the





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outstanding stock of each class of stock entitled to vote thereon as a class;
and all the rights conferred upon stockholders herein are granted subject to
this reservation.

         By-Laws of the Corporation may be adopted, amended, or repealed by the
affirmative vote of a majority of the Board of Directors or by the affirmative
vote of the holders of a majority of the voting power of the Corporation's
stock outstanding and entitled to vote thereon.  Such by-laws may contain any
provision for the regulation and management of the affairs of the Corporation
and the rights or powers of its stockholders, directors, officers, or employees
not inconsistent with the laws of the State of Delaware.

                                 ARTICLE ELEVEN

         The number of directors of the Corporation shall be fixed by the
by-laws of the Corporation.  The term of the directors shall continue until the
election and qualification of their successors.

         Subject to the rights of the holders of any series of Preferred Stock
then outstanding, and any limitations provided by law, any director or the
entire Board of Directors may be removed at any time upon the affirmative vote
of the holders of a majority of the voting power of all of the stock of the
Corporation entitled to vote in the election of directors.

                                 ARTICLE TWELVE

         To the fullest extent permitted by the Delaware General Corporation
Law as it now exists or may hereafter be amended, a director of the Corporation
shall not be liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director.  Any repeal or limitation of this
paragraph by the stockholders of the Corporation shall be prospective only and





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shall not adversely affect any limitation on the personal liability of a
director of the Corporation existing at the time of such repeal or limitation.

                                ARTICLE THIRTEEN

         Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide.  The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the by-laws of the Corporation.  Elections of
directors need not be by written ballot unless the by-laws of the Corporation
so provide."

3.       The Amended and Restated Certificate of Incorporation was duly adopted
         by the Board of Directors in accordance with Section 245 of the
         General Corporation Law of the State of Delaware.

4.       The Restated Certificate of Incorporation was duly adopted by
         unanimous written consent of the stockholders in accordance with the
         applicable provisions of Sections 228, 242 and 245 of the General
         Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Bruce N. Huff, its Senior Vice President, and attested by Larry E.
Cummings, its Secretary, on this the 6th day of December, 1990.

ATTEST:                                      E-Z SERVE HOLDING COMPANY, INC.
                                             
By:      /s/ Larry E. Cummings               By:     /s/ Bruce N. Huff        
   -------------------------------              ------------------------------
      Larry E. Cummings                            Bruce N. Huff
      Secretary                                    Senior Vice President
                                             




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